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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/29/22 CMS Energy Corp. 8-K:1,9 11/23/22 12:1.4M Toppan Merrill/FA Consumers Energy Co. |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 56K 2: EX-10.1 Material Contract HTML 930K 7: R1 Cover HTML 66K 10: XML IDEA XML File -- Filing Summary XML 13K 8: XML XBRL Instance -- tm2231419d1_8k_htm XML 36K 9: EXCEL IDEA Workbook of Financial Reports XLSX 9K 4: EX-101.DEF XBRL Definitions -- cms-20221123_def XML 81K 5: EX-101.LAB XBRL Labels -- cms-20221123_lab XML 116K 6: EX-101.PRE XBRL Presentations -- cms-20221123_pre XML 77K 3: EX-101.SCH XBRL Schema -- cms-20221123 XSD 16K 11: JSON XBRL Instance as JSON Data -- MetaLinks 29± 38K 12: ZIP XBRL Zipped Folder -- 0001104659-22-122724-xbrl Zip 197K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) i November 23, 2022
| Commission | Registrant; State of Incorporation; | IRS Employer | ||
| File Number | Address; and Telephone Number | Identification No. | ||
| i 1-9513 |
(A i Michigan Corporation) |
i 38-2726431 | ||
| i 1-5611 |
(A
i Michigan Corporation) |
i 38-0442310 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company: CMS Energy Corporation i ¨ Consumers Energy Company i ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
CMS Energy Corporation ¨ Consumers Energy Company ¨
| Co-Registrant CIK | 0000201533 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2022-11-23 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
| Emerging Growth Company | false |
Item 1.01. Entry into a Material Definitive Agreement.
On November 23, 2022, Consumers Energy Company (“Consumers”), a principal subsidiary of CMS Energy Corporation, and The Bank of Nova Scotia entered into the First Amendment (the “Amendment”) to the Amended and Restated $250 million secured Revolving Credit Agreement dated as of November 19, 2018 between Consumers and The Bank of Nova Scotia (the “Agreement”). The Agreement was previously filed as Exhibit 10.1 to the Form 8-K filed November 20, 2018 and is incorporated herein by reference. The Amendment (i) extended the Termination Date of the Agreement for a period of one year from the Existing Termination Date to November 19, 2024 and (ii) replaced the London interbank offered rate with the forward-looking term rate based on the secured overnight financing rate (the “SOFR Rate”) as the interest rate benchmark. Consumers may continue, at its option, to also borrow revolving loans under the Agreement that incur interest based on the Alternate Base Rate, as defined in the Agreement. Obligations under the Agreement will continue to be secured by first mortgage bonds of Consumers issued pursuant to the 126th Supplemental Indenture dated as of November 23, 2015 to the Indenture dated as of September 1, 1945, between Consumers and The Bank of New York Mellon, Trustee.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the provisions of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated by reference herein. The Bank of Nova Scotia has provided banking and underwriting services to Consumers in the ordinary course of business.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 First Amendment to the Amended and Restated $250 million secured Revolving Credit Agreement
104 Cover Page Interactive Date File (the cover page XBRL tags are embedded in the Inline XBRL document).
C:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| CMS ENERGY CORPORATION | ||
| Dated: November 29, 2022 | By: | /s/ Rejji P. Hayes |
| Rejji P. Hayes | ||
| Executive Vice President and Chief Financial Officer | ||
| CONSUMERS ENERGY COMPANY | ||
| Dated: November 29, 2022 | By: | /s/ Rejji P. Hayes |
| Rejji P. Hayes | ||
| Executive Vice President and Chief Financial Officer | ||
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 11/19/24 | ||||
| Filed on: | 11/29/22 | |||
| For Period end: | 11/23/22 | |||
| 11/19/18 | 8-K | |||
| 11/23/15 | 4, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/08/24 CMS Energy Corp. 10-K 12/31/23 160:41M 11/29/23 CMS Energy Corp. 8-K:1,9 11/28/23 12:329K Toppan Merrill/FA 2/09/23 CMS Energy Corp. 10-K 12/31/22 152:41M 1/04/23 Consumers Energy Co. 424B2 2:442K Toppan Merrill/FA 1/03/23 Consumers Energy Co. 424B5 1:439K Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/20/18 CMS Energy Corp. 8-K:1,9 11/19/18 2:1.1M Toppan Merrill/FA |